She Cares
by Grey's Princess
Summary: My theory on Gwen and Kevin's backstory, and how it affects their thoughts through Alien Force. It'd be superfantabulisticly nifty if you read!
1. Chapter 1

**Hi everyone! So the fact that "Ben Ten Returns" seems to be the most saturated with Gwevin sop and the fact that Gwen gets more nervous about it just screams "backstory!", so here's my odd theory. I'll admit two things up front- one, this is my first Ben 10 fanfic and will thusly be fairly bad, and two, it's written more for my benefit than yours- I'll go insane if I don't get my theory out there. That said, here is my somewhat mediocre theory. Based loosely on the song "She Cares" by Styx, because I think it's the perfect Gwevin song.**

I had that dream again.

It always started out the same way- calm, with vibrant colors But then 'reality' kicked in, and I found myself trapped in the Null Void.

It never ceased to amaze me that two years later, I could still remember the Null Void perfectly- as well as its inhabitants. It was all in perfect preserved detail. The crackling portal seemed to taunt me as I hauled myself toward it.

I was not alone, of course. I was never alone. With me was the hulking frame of a mutant freak I remembered quite well.

This part of the dream had never made sense to me. I launched through the dwindling portal, landed on solid ground. Then, at the very last moment, I reached my hand through and pulled the mutant out behind me.

The dream changed again, and suddenly the mutant was in human form, smiling at me as if I'd been his best friend for years- which, of course, I hadn't. The mutant-turned-freak opened his mouth to speak-

And I woke up.

With a sigh, I turned on the light on my bookshelf. There was no use trying to get back to sleep- it would never happen when my mind was on overdrive like this. So I decided to play dream interpreter.

The first part was easy- that was pretty much a Gwen Tennyson Standard Nightmare Opening. But the part about escaping the Null Void with Kevin in tow was much less logical.

It just didn't add up. Every time I'd ever seen Kevin, he'd been beating up Ben or performing some criminal act. He'd even helped kidnap me once! And now I was dreaming about rescuing him? Did my subconscious have suicidal intentions?

On the other hand, he may have changed in the last couple of years. And maybe _I_could change him. If I freed him from the physical manifestation of his anger, would the emotional manifestation follow?

I was sure I could do it. I'd gotten stronger in my magic, the hue of my cast spells changing from blue to a deep indigo. And if he lost his temper around me... well, I could take care of that too.

I realized that what it boiled down to was this: did I _want_ to save Kevin? It would likely be dangerous, and hard, and maybe even illegal. But the rewards could be... I had no idea what the rewards could be. Kevin was unpredictable.

As I turned the light off, a sense of determination spreading through me, a plan was beginning to form. Tomorrow I would have to visit Grandpa. This could be fun!

**So there's the first chapter... of DOOM! anyway, love it? hate it? I don't really care either way- I'm going to continue regardless. Just curious to see how many people will be reading it. By the way, Gwen is three months away from her thirteenth birthday, Kevin is fourteen (when he comes in. Can't wait!) Anyway, review... please?**


	2. Chapter 2

**So someone actually gave me a good review for this and even put me on Story Alert (more than one someone, if fact)! I'm thrilled! Anyway, here's chapter two, which hopefully will be better that the first. Kevin's POV included (later)!**

"It was really nice of you to come see me, Gwen," Grandpa said, smiling as I waved goodbye to him. If he knew why I was here...

But I just smiled back and said, "No problem. I had fun!"

I waved a final goodbye, jumped on my bike to go home. I scarcely made it out of sight before my excitement won over and I peeked into my bag. Everything I needed was in there- the Null Void projector, the suit, and those interesting hand grenades that had helped so much that once before. A thrill ran through. I was supposedly the good child in the family, and here I was stealing from my grandfather! It was the most rebellious thing I'd ever done, and it shocked me. Good thing I had magic- otherwise getting these things would have been impossible. It nearly _was_ impossible, all things considered.

But phase one was complete now. On to phase two. After checking my bag once more at home and stashing it in my "mini-closet," I picked up the phone to dial my best friend Julie.

After the third ring I heard the familiar sound of her gum-smacking. "Yeah?"

"Hey, Julie. It's Gwen. I could use some help on something..."

_KPOV (!)_

Two years. Two stinking years.

If I ever got out of here, Tennyson would hear it from me.

It's strange how you always seem to look down on the people who stop thinking of it as living and start thinking of it as surviving. That is, until you get there. Then you realize you're screwed.

This just plain pissed me off! Two years stuck in this neverending nightmare of a place, without even the excuse of humanity to keep me sane. For me, there was no such thing as humanity. They could leave me out as long as they wanted to. I just wanted out of here.

There was nothing here. Just... void. What I wouldn't give to get out of here. To get my powers back. To live my life, instead of just surviving it.

I wondered if I'd really been here two years. That's what it felt like, but who knows if time worked the same way here as on Earth? I _hoped _it ran the same. Wouldn't it be just my luck to find out I'd missed a hundred years when I returned? This was madness!

Two years. You'd better run, Tennyson.

_GPOV_

"So I'm doing what, again?" Julie asked, eyeing the projector suspiciously.

"Just pull the trigger and hold it steady," I assured her, struggling with the tiny belt. I'd given up any hope of fitting into the suit- I _had_ been ten last time I wore it- but the belt was indespensable. It was my way out.

"And are you sure Ben can't come?"

I sighed. Would she _ever_ get over her crush on my cousin? "I've told you, Julie. For one thing, I don't want him to know what I'm doing. For another, I can't have you distracted."

"Fine. Are you ready yet?"

Everything seemed in place. "Aim it there," I instructed her, pointing to a spot that looked soft enough.

She obeyed, and pulled the trigger. I winced at the sound of reality ripping apart. Or had I imagined that?

Julie frowned. "Are you sure about this? From what I understand, you don't owe this Kevin anything."

No, I didn't. But I owed it to myself. "I have to be." So I bent my legs and jumped into the portal, into possible doom.

_KPOV_

It was startlingly quiet, which was never a good sign in the Null Void. Usually there was the racket of some odd creature attacking another. But nothing. No clashing, nothing.

Then, the sound of the space-time continuum ripping apart resounded directly above me, and out of the rip toppled a small figure.

At first I was so stunned that a portal was open right above me and _someone_ had landed on me to think. But as the figure struggled to climb off me , I got a better look.

She looked about a year younger, maybe a little more. Her short red hair was done up in immaculate curls. For the strangest reason, I felt as if I knew her. I hedged a guess. "Tennyson's sister, right?" That would make her a Tennyson, too, wouldn't it? Oh, well.

"Cousin," she corrected. "Gwen. Look, I'm here to help you."

That made about as much sense as the rest of this illogical place. It threw me off for a second. Which might explain why the next thing that came out of my mouth involved no thought behind it. "Who says I want your help?"

She grinned triumphantly- Strange. I still remembered that grin. And I couldn't figure out who she was at first?- and told me, "You want my help because I can get you out of here. And I might be able to help you with your-" she eyed my mutated form and frowned, searching for a diplomatic word- "that."

I wanted to believe her. I really did. But she was Tennyson's sister! Cousin! Whatever! "Uh-huh. And I'm supposed to believe that because...?"

Without a word, Gwen raised a hand, concentrating, and launched an indigo ball of mana into the air behind me at- well, who knows what? The Null Void was just that: a void.

So. It seemed there was some alien blood in the family. This could work. "All right, then. Lead the way."

She smiled that same triumphant smile and pointed above us at the still gaping portal. So there was someone maintaining the base. Maybe it would be Tennyson. I smiled. "Ladies first."

**So yeah. There it is. I wish I could write fanfiction as well as I can write original stuff. Oh, well.**

**First order of business: If Gwen is ever OOC, I have a legitimate explanation. It's called in my original fantasy there's a character named Grey (see pen name), and I often abbreviate him as GPOV. And when I return to writing after a break, I have to check the POV. and I GPOV, and think "Grey." So sorry. It happens.**

**Second order of business: My explanation for Gwen's magic being indigo is as follows. It always bugged me how it was blue in ben 10 but pink(ish) in Alien Force. so I decided it's because she's gotten better at it. Btw, a big pet peeve of mine- Don't spell mana with two n's. That's not right.**

**Third: I know Julie's OOC. She's just young and immature. It'll fix up later, I promise!**

**Fourth: ****What'd everyone think of Alien X? I laughed so hard I cried at the Pluto stuff!**

**Anyway, any other questions should be addressed in review form- this AN is too dang long already.**


	3. Chapter 3

**One word: WEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEE!! Okay, seriously- this chapter is probably gonna be super long, because a lot happens in it. I mean a LOT. Unless I decide to break it up, which I may. Anyway, here you go.**

_GPOV_

Julie was singing some rather abrasive pop song when I landed in a heap on the ground. I should have had her open the portal over our neighbor's trampoline. Then again, maybe the pain was worth not having to search aimlessly for Kevin. Lucky break.

"Did it work?" she asked, failing to maintain her control over the projector.

"Don't drop that!" I yelled, scaring her enough she nearly _did_ drop it.

"Geez, Gwen, you don't have to be soaaAAAH!"

I glanced toward the portal, and was not in the least bit surprised to see Kevin jumping through it angrily- this time, Julie had actually dropped the projector. "Hello to you, too."

Julie shrieked again, and ran away.

My attention then turned to Kevin, who looked around himself, shrugged, and began to walk off. I frowned. "Where are you going?"

He didn't turn around. "To find your stupid cousin. He owes me big time."

Oh, crap.

"You can't do that!" I protested. Not if he wanted my help anymore.

"Yeah? Who's gonna stop me?" he questioned. Still walking off.

"Well, the Plumbers might, for one thing. That and you're going the wrong way. But most of all, you'll stop yourself." I knew that his desire to be human again would override his instinct for revenge any day.

"How do you figure that?" His voice was laced with skepticism, and he hadn't turned around, but at least he had stopped. That, at least, was a good sign. Hopefully Kevin could be cornered with logic.

"You want to be human again, don't you? Then just think for a minute! It was your anger that got you into this mess. If you keep letting it control you, you'll never get back to normal. Just... cool it!"

Silence. He whirled to glare at me. If looks could kill...

But then he just sighed. "Fine. What do you want me to do?"

Good. He was listening. "I told you I had a plan. Okay, not in so many words," I amended as he opened his mouth to correct me, "but it was implied. I think I should be able to change you back with this." I showed him the spell book. "Hold still."

Kevin obliged, although he didn't look happy about it. I flipped through the pages until I found the spell I needed. "_V__erwijder ailes!_"

The ball of magic hit Kevin squarely in the shoulder, surged through his body. Then it focused on his wings- stinkfly's special piece of Kevin's mutant form. For a moment the light was so bright I couldn't see him. Then it was over.

"Am I normal?" Kevin asked without opening his eyes.

"Uhh..."

I guess my response worried him, because he peeled his eyes open to examine himself. And he didn't like what he saw. "I'm still a freak."

"A freak without wings," I pointed out. The spell had done that much.

"You said you could fix me!" he growled, stepping toward me menacingly.

"I said I would try. My spell book isn't always perfect, you know."

I'd forgotten how dangerous Kevin could be when he set his mind to it. Before I could blink, I was hanging three feet in the air by my shirt. "You lied to me!"

This could get ugly fast. Luckily, there was one spell I was sure I had down. Soon I was firmly on the ground, and Kevin's hands were bound in indigo energy.

"How many times do I have to tell you to watch your temper? If you'd just be patient, I could tell you that I had a plan."

He raised his hands up in submission.

"Maybe my spell book doesn't have what I need, but there's others out there. I just have to find them." They couldn't be too hard to find.

"But that could take years."

"What else do you want me to do? It's our only choice."

Kevin rolled his eyes, an expression I took for agreement. "And what am I supposed to do in the meantime?"

"Do you have somewhere to stay?"

"Did you miss the 'trapped in the Null Void for two years' part?"

I frowned. "Okay, then. You'll just have to hide in my basement."

He snorted. "And your folks won't notice a mutant freak in their basement?"

"They never come down there- it's my personal space. They leave me alone, I don't bother them. It'll be fine." He seemed resigned to nonviolence, so I removed his bonds.

"Fine, then. Your basement it is." He gestured that I should lead the way.

It was probably just the relief of surviving this encounter, mixed with subconscious suggestion tied to my dreams, but something was giving me the strangest urges. Why not, I thought. So I stepped over to Kevin and gave him a quick hug. Then I realized he was probably still dangerous and jumped back. "Let's go."

But was it my imagination, or did he try to hug me back before I moved away?

**Ta-da! Let the Gweviny goodness begin! So I didn't have a bunch crammed in this one- it was too long on its own. Who knows for the next chapters, though?**

**Review and I'll give you your choice of a) the ability to become one omnitrix alien at will, or b) a super-mc-big hug from Kevin!**


	4. Chapter 4

**Chapter Four! It should be longer this time. Enjoy!**

_GPOV_

It wasn't as bad as I'd been expecting.

My parents remained blissfully oblivious to the alien amalgam in their basement, and I remained free to search for the spells I needed to help Kevin. Some of them _had_ been successful, which was more than I'd been hoping for this early. Kevin had learned to be patient, and I got to the point where I even considered him my friend. It's strange how harboring a fugitive alien in your basement for a while will change your outlook on life.

The trouble came a few weeks in.

I came home from school whistling- I was sure that after two consecutive misses, the spellchart I had picked up today was the right one. Kevin would be happy to know I wouldn't be singing his flesh off tonight.

But the good cheer came crashing down on me when I spotted Grandpa Max's bicycle in our driveway. That couldn't be a good sign.

Sure enough- the minute I stepped through the door, I found myself enveloped in an enormous hug, the likes of which only Grandpa Max could give. "Gwen!"

"Uhh... Hi, Grandpa! What brings you here?" Please don't let it be Kevin! Could he see through my forced calm? Probably. I was itching to get downstairs. For one, I wanted to escape the danger of Grandpa finding out, and I really wanted to test the new spell before my parents got home. If the spell _didn't_ work, there was no need for them to hear Kevin cry out in pain. But the spell would work. It had to.

Grandpa frowned, his expression clearly showing I was in trouble. "Come back to the Rustbucket with me."

His tone and stance told me I couldn't refuse, but I couldn't just leave without letting Kevin know I had the spell, so I gave him the best excuse I had. "Let me drop my bookbag off in my room." It sounded weak to me, even though I really did need to get rid of it. Thank heaven for a downstairs bedroom

Grandpa looked as skeptical of the excuse as I felt, but waved me on. What was I to do but take the opportunity and run with it?

_KPOV_

Wasn't there anything to do down here but surf the web and sleep?

I'd been doing a great deal of the latter, as the former involved the use of fingers that wouldn't destroy the keyboard, a quality I currently lacked. So I had resigned murdering my back by sleeping on the concrete floor.

But I always woke up when Gwen got home. She had a creaky door. It was creaking now.

It was too early for Gwen to be home, though. Who was up there?

I couldn't go up to check- what if it was her parents home early?- but I was sure I would go insane if I hust sat here. My imagination was running wild with images of some creep sitting up there, waiting for Gwen to walk in the door...

I was about to go up and check- for the sake of my sanity- when the door creaked again, signalling Gwen's return from school.

"Gwen!" A man's deep voice, in a welcoming tone.

So that was what this was about. I relaxed.

The voices drifted downstairs for a while, too low to be heard. Then they stopped, and Gwen's familiar footsteps clicked down the stairs.

She immediately held her finger to her lips for quiet. As if I didn't know that.

"I have the spell," she whispered. "But my Grandpa's upstairs. I think he knows something's going on. I have to go with him."

How had he found out? "Can't you test the spell out first?" I was anxious to get out of this twisted body. Of course, I'd probbably only get a leg fixed. That's how the others had gone- a tail removed here, a little bit of an alien off there. Gwen thought it was because she was a failure. I knew it was because the spells were only designed to desplice one type of DNA. It was shocking how much restraint a few nonsense syllables could put on the free flow of mana.

But she just shook her head. "There's no time. Grandpa thinks I'm just putting away my stuff," she informed me, and promptly dropped her bag on her bed. "Don't destroy anything while I'm gone."

I grinned. "I'll try not to," I promised, and gave her a quick hug before she darted up the stairs and out the creaky door.

It would probably seem strange to an outsicer- two years ago I could have killed Gwen without a qualm, and now here I was giving her hugs goodbye. But an outsider wouldn't know what I went through to get to this point. To me, it made perfect sense to allow her into my life like this. After years of abandonment and rejection, she was the first to accept me. To accept her felt more than just right: it felt good and rare and precious.

One thing I didn't get, though, was _why_ she had accepted me. I had been completely willing to kidnap her or worse to get what I wanted. Yet she had come back to the Null Void for me, heedless of the danger. Granted, she probably didn't know how close of a call it was, but it still didn't make any sense.

Oh well. It was no use worrying about it. Gwen wouldn't be home for a while. It seemed like a good time for a nap.

_GPOV_

The bike ride over to the Rustbucket was a silent one, nervous on my part and introspective on Grandpa's. I wasn't sure whether to consider that a good or bad thing, but I was leaning toward bad.

"Sit down," he told me when we arrived, and walked toward the clock. The place where he kept his Plumber's gear.

Uh- oh.

"Can you explain this, young lady?" He placed the broken Null Void projector on the table.

I cringed. Had Julie dropped it _that_ hard?

I was completely convicted that I would have to lie to Grandpa. I couldn't let him find out about Kevin. But I needed time to stall, so I rambled.

"Now, before you get angry, understand that I had no choice. I had to do it. It was a matter of personal health."

Still nothing. What was I going to do?

"I'm waiting," Grandpa said sternly.

So I improvised. "I, umm... remembered I left my... laptop charger in the Null Void?" The excuse sounded weak even to me. I didn't even have the same laptop anymore, and I sounded like I was asking a question.

"The truth, Gwendolyn."

Oh, crap. This was bad. This was really bad.

Maybe I could tell him without actually telling him. "I've been having these dreams about a friend of ours who was trapped in the Null Void, and I really felt like I should be doing something about them. So I borrowed the projector and got Julie to help me get him out."

I _definitely_ shouldn't have said that. "You brought Julie into this?! She could have been hurt! _You_ could have been hurt! What were you thinking?" His face was turning a scary shade of red.

"I needed help! You wouldn't have helped me!"

I had a point and Grandpa knew it. His expression softened. "Why didn't you ask Ben?"

"I didn't want him to know," I murmured. Grandpa nodded as if he understood my situation perfectly.

He picked up the broken projector and returned it to its storage container. Then he brought me a piece of paper.

"What's this?" I asked, eyeing the projector. It looked like a bunch of names and locations to me.

"There's some really good spellbooks there," he explained. "They've got everything- healing spells, disguise spells... transformation reversals..."

I frowned. "How did you know?"

He shrugged. "You talk in your sleep. Be careful, Gwen."

"Don't worry, Grandpa. I will."

Kevin was awake when I got home, as usual. I wondered if he ever slept. He didn't when I was around.

"Did everything go okay?" he asked, offering me a hug. It felt weird- hugging Kevin. But at the same time, it made me feel like I belonged somewhere. I stifled a laugh. What would my parents think if they knew I had a crush on the mutant hiding in our basement?

"Fine," I responded. And it was fine. We could trust Grandpa. "Grandpa knows, but he's not going to tell anyone. It'll be fine."

He frowned. "Are you sure? How do we know he's not setting us up?"

I shoved him gently. "It's my Grandpa. Don't worry about it. Now, do you want to test this spell before my parents get home, or not?"

Kevin braced himself visibly, then smiled nervously. "Take your best shot."

I wondered if he knew how nervous he was making me. I really didn't want to hurt him, and it didn't help that he acted like he thought I was going to. I was so worthless! Nonetheless, I took a deep breath and whispered the spell. "_Moeilijke_ _situatie!"_

This time, it reacted exactly like when we'd removed stinkfly's wings, or XLR8's tail or Ripjaws' glowlight. The blast of magic went directly for his right arm on the top. Diamondhead's contribution to his amalgam.

It was all over before either of us had much time to think. Soon Kevin was sitting ungracefully on the floor, staring in awe at his human arm. Just like I was.

It was perfectly normal looking, if a little pale. But it seemed Kevin had always been pale. Its only problem was the fact it was merged to a disturbingly alien body. But it was progress. It was definitely progress.

"Yes! Thanks, Gwen! You rock!" It was as if he'd forgotten completely about those times the spells had gone wrong. I was going to remind him of this, but we were interrupted.

"Gwendolyn? I'm home!"

I rolled my eyes. "Coming, Dad!"

**Okay, so... What'd you think? Quick note on the section on Kevin's thoughts on magic words: First of all, does my explanation for why the spells only help some seem plausible to you? It kind of just came to me in Spanish this morning. Second, I totally think it's true about the magic words restraining. Gwen doesn't need them in Alien Force, so I thik they're just superficial stuff half Anodite (what's the official way to spell that, anyway?) humans came up with. Anyway, I'll probably get the next chapter out quickly- I'm working on seeing if I can do 167 words in preparation for NaNoWriMo. In the meantime, enjoy!**


	5. Chapter 5

**I'm back! I particularly like this chapter- it's my explanation as to why Kevin's last name is suddenly mentioned as Levin in alien force. It's always bugged me that he has no last name in the first show, but does suddenly in alien force. So here's my backstory on this. Have fun.**

_KPOV_

I hated the night.

I got enough sleep during the day. Not that I wanted to sleep at night- the nightmares were that much more likely to come when it was dark. But there was nothing to do at night. No Gwen to tease.

It was amazing to have my own arm back. It made me feel like we were actually getting somewhere with this relative nonsense.

With that thought came a memory, and an idea of just what I could do to pass my time. Did my powers still work like they used to?

I wasn't going to risk touching energy- not after this fiasco- but what about matter? I never really used it much before because absorbing energy was so much more powerful, but I could pick locks this way. I decided to try it out.

I quick hand on the doorknob to Gwen's doorknob told me I did still have my powers. It was a simple matter of time before her door was standing open before me.

I hesitated for a moment. What if Gwen woke up? She'd hate me for spying on her. It felt wrong.

But then she started mumbling in her sleep, and my attention was captured.

Most of it was incohereherent- there was a large monologue about an exploding birthday cake- but then what she said started to make a little sense, and it got scary.

"'mnitrix... aliens... void... v'lgax... 'leven..."

'Leven. Eleven. _Kevin_ Eleven?

Was it possible she was dreaming about me? I surely hoped so. The emotions that surged through me were unexpected an unrecognizable, but not unwelcome.

It was cute how she dropped vowels in her sleep. Levin kind of had a nice ring to it. Maybe it was time I forged a few IDs, created a new life for myself.

Gwen sighed in her sleep, blowing a lock of hair out of her face. Gwen had never struck me as a curl girl. I wondered what her hair would look like if she left it straight for once. It would probably be so distracting I wouldn't be able to think straight.

This was getting out of hand. I shouldn't be thinking about her like this- she was my savior, but that didn't mean I had any right to consider her anything more than a friend. This had to stop!

I sighed, and left Gwen's room. Maybe I was still a nightmare, but at least _my_ nightmares would leave me alone for a while.

**So this didn't turn out as well as planned, but I really don't know what to do about it. It'll just have to do. I really was going to post this last night, but then I decided to watch Oliver & Company and didn't have time. Also, it may be a while before I post more- September is my "diligently outline for NaNoWriMo" month, and I'll be doing more of that and less of typing. Sorry.**


	6. Author's note

**Hello to everyone who is watching this story!**

**I kind of have stopped updating this since season two came out, because I'd decided part of what I'd planned was incompatible with events in the series, and I don't like writing AU. But I've been too sick to even write the past two days, and so Ben 10 week has been my sole form of entertainment, and a couple of the episodes got me thinking I could salvage this after all. A couple of things, though- my writing style has changed since I started this story, so it won't flow well without editing. Also, some of what I had up earlier doesn't work with where I plan to go now. So I'm going to revamp this story entirely, and post it anew as "She Cares Mark 2". Keep watch for it! I'm excited to post it, and see what you all think!**

**~M4**

UPDATE UPDATE UPDATE!!! It's finally here! I have finally posted chapter 1 of She Cares Mark Two! Check my profile for it!


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